DesignerApparel.com Merchant Agreement


1. INTRODUCTION

Designer Apparel, Inc. ("Designer Apparel") provides you with the opportunity to advertise on our shopping search engine designerapparel.com via our Merchant Program service subject to the following terms and conditions (this "Agreement"). In addition, you should carefully read our Terms of Use before deciding to enter into this Agreement. The terms and conditions of our Terms of Use are hereby incorporated in this Agreement.

2. YOUR RESPONSIBILITIES

You agree and represent that all information you provide to Designer Apparel will be accurate, complete and current. You represent and warrant that your information in the product/search advertisement itself or through the Web site it links to does not violate any law or regulation and does not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party. Designer Apparel reserves the right to refuse or remove any product/search advertisement at its discretion. You acknowledge that Designer Apparel is not responsible for the maintenance of your Web site(s) nor is Designer Apparel responsible for order entry, payment processing, customer service or any type of fulfillment of orders placed on your Web site(s).

3. PAYMENT

You may pay Designer Apparel by credit card, charge card or bank wire. You understand and agree that you will be charged for all clicks on your search/product advertisements, and that such charges shall be based on the total number of clicks multiplied by your store's assigned CPC ("cost-per-click") rate. All invoices are due and payable within 30 days from the date of invoice. Interest on late payments will accrue at 1.5% per month or the highest legal rate, whichever is lower. Designer Apparel reserves the right to change the payment terms at any time. Should you fail to pay any sum by the due date, you will be in default of this Agreement, Designer Apparel may institute all legal and collection proceedings available at law or equity at your expense, and Designer Apparel may suspend or discontinue performance hereunder, including without limitation canceling any previously accepted orders.

4. INDEMNIFICATION

You hereby agree to defend, indemnify and hold harmless Designer Apparel, and its affiliates, licensees, vendors, contractors, agents, and employees (collectively, "Agents"), from any and all liabilities, costs and expenses, including, without limitation, reasonable attorney's fees and costs, that may arise from your use of Designer Apparel.com and/or your Web site(s) and/or your breach of the terms of this Agreement.

5. TERMINATION

Furthermore, Designer Apparel may choose to suspend or terminate your account, and discontinue your participation in the Merchant Program at any time at its sole discretion. If you are dissatisfied with the Merchant Program or with any of the terms and conditions contained herein, your sole remedy is to terminate your participation by giving Designer Apparel written notice of your intent. Sections 1, 2, 4, 7, 9 and 10 shall survive termination of this Agreement.

6. REFUNDS

If your account is terminated, you will only receive a refund for amounts not yet charged to your account at the time of such termination.

7. DISCLAIMERS

YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE MERCHANT PROGRAM IS AT YOUR OWN RISK. DESIGNER APPAREL.COM IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER DESIGNER APPAREL NOR ANY OF ITS AGENTS MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE MERCHANT PROGRAM, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE MERCHANT PROGRAM. DESIGNER APPAREL HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ITS AGENTS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE MERCHANT PROGRAM, PRODUCTS OR SERVICES AVAILABLE THROUGH THE MERCHANT PROGRAM. If you are dissatisfied with Designer Apparel, your sole remedy is to terminate your participation in the Merchant Program. Designer Apparel does not endorse and is not responsible for the accuracy or reliability of any opinion, advice or statement made by any person who completes a survey or provides any comments to Designer Apparel. Designer Apparel reserves the right to refuse to post or to remove any information or content, in its sole discretion, which is unacceptable, undesirable, or violates the terms of this Agreement. Designer Apparel makes no warranty that the Designer Apparel Merchant Program will be uninterrupted or without errors.

8. ASSIGNMENT

You may not assign or delegate any rights or obligations under this Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate any of our rights and obligations under this Agreement in our sole discretion.

9. GOVERNING LAW
The rights and obligations of the parties under this Agreement shall be governed by and construed under the law of the State of California, without reference to conflict of law principles.

10. ENTIRE AGREEMENT

Except as provided below, this Agreement and our Terms of Use constitute the entire Agreement and understanding between us regarding the subject matter hereof, and may only be modified as provided above. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum permissible extent. In the event of any conflict between this Agreement and our Terms of Use, the terms of this Agreement shall control.

By participating in the DesignerApparel Merchant Program, you signify your acceptance of this agreement.